Please enable JavaScript.

Coggle requires JavaScript to display documents.

Partnership - Coggle Diagram

- - - - Subsequently acquired
      - Purchased with partnership funds
      - Originally brought in -- part of capital of partnership
        
        Agreement may provide differently
    - - Intent evidenced that any property originally brought in was not to be partnership property
      - Partners have a contrary intention from the applicable law
- - - - Tort
        
        ordinary course of business or p-ship
      - K
        
        scope of p-ship business; actual or apparent authority
  - - - Express
        
        ordinary course of business: majority vote of partners
        
        extraordinary acts: unanimous vote of partners
      - Apparent -- based on the nature and course of business
        
        ordinary course of business = apparent authority (partner reasonably would believe they have authority)
        
        extraordinary acts = no apparent authority
      - Restrictions -- Third party must know about restrictions on authority or the partnership will be bound
      - Partner who acted without authority may be liable for breach of the partnership agreement
- - - - Types of Partners
        
        General Partners -- manage the business and are personally liable without limitation for partnership obligations
        
        Limited Partners -- contribute capital and share in profits but take no part int he control or management of the business, and their liability is limited to their contributions
      - Formation
        
        Filing a certificate of limited partnership with the Secretary of State and annual reports
        
        Must have at least one general partner and at least one limited partner
    - - Types
        
        For a term
        
        At will
        
        For a specific undertaking
      - Key Test -- Intent of the parties (no matter what it is called)
      - No statutory formalities required
      - Sharing profits is prima facie evidence of a partnership, but buying property as tenants in common or taking out a loan together is not
      - No writing required
- - - - The valid expulsion of a partner
      - The partner becoming bankrupt
      - The happening of an agreed upon event
      - The death of an individual partner, or the termination of a partner that is a business entity; or
      - Notice of the partner's express will to withdraw
      - A court decision that a partner is incapable of performing her duties
  - - - In a partnership at will, when a partner gives notice of her express will to withdraw
      - In a partnership for a definite term or particular undertaking, when:
        
        2) All the partners express a will to wind up the business, or
        
        3) The term expires or the undertaking is complete
        
        1) Within 90 days after a partner's death, bankruptcy, or wrongful dissociation, at least half the remaining partners express a will to wind up the business
      - Upon the happening of an agreed upon event
      - Upon the happening of an event that makes it unlawful for the partnership to continue, or
      - Upon a judicial decree
    - - repay capital contributions paid into p-ship by partners
      - profits or losses
      - pay all creditors